FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Utzschneider Lisa

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/25/2015 

3. Issuer Name and Ticker or Trading Symbol

YAHOO INC [YHOO]

(Last)        (First)        (Middle)

C/O YAHOO! INC., 701 FIRST AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Revenue Officer /

(Street)

SUNNYVALE, CA 94089       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   159108   (1) D    
Common Stock   159108   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents a restricted stock unit award under the Yahoo! Inc. ("Company") Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Company common stock. Subject to accelerated vesting in certain circumstances, one-fourth (1/4) of the restricted stock units is scheduled to vest on November 18, 2015 (the first anniversary of the date of hire), with the remainder vesting in 36 equal monthly installments thereafter, as long as the reporting person remains in the service of the Company through the respective vesting date.
( 2)  Represents a performance-based restricted stock unit award under the Company Stock Plan. The target number of units is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, five-sixteenths (5/16) of the target number of units are scheduled to vest following the 2015 annual performance period, one-fourth (1/4) of the target number of units are scheduled to vest following each of the 2016 and 2017 annual performance periods, and three-sixteenths (3/16) of the target number of units are scheduled to vest following the 2018 annual performance period. Each year, the number of units that actually vest will be 0% to 200% of the scheduled amount, depending on the extent to which the Company meets or exceeds certain financial performance goals. The maximum number of units that may vest over four years is 318,216 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Company common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Utzschneider Lisa
C/O YAHOO! INC.
701 FIRST AVENUE
SUNNYVALE, CA 94089

Chief Revenue Officer

Signatures
/s/ Lisa Utzschneider 8/31/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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